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United States District Court DISTRICT OF NEW JERSEY TRENT NICHOLS and SHARON NICHOLS, derivatively on behalf of COCRYSTAL PHARMA, INC. F/K/A BIOZONE PHARMACEUTICALS, INC., Case No.: 2:19-cv-16751-KM-JBC Plaintiffs, vs. N

Key Takeaway: States District Court TRENT NICHOLS and SHARON NICHOLS, derivatively on behalf of COCRYSTAL PHARMA, INC. F/K/A BIOZONE PHARMACEUTICALS, INC., Case No.: 2:19-cv-16751-KM-JBC Plaintiffs, vs. NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION TO CURRENT COCRYSTAL STOCKHOLDERS ELL

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States District Court
TRENT NICHOLS and SHARON NICHOLS, derivatively on behalf of COCRYSTAL PHARMA, INC. F/K/A BIOZONE PHARMACEUTICALS, INC., Case No.: 2:19-cv-16751-KM-JBC
Plaintiffs, vs. NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION TO CURRENT COCRYSTAL STOCKHOLDERS
ELLIOTT MAZA, GARY WILCOX, JEFFREY MECKLER, GERALD MCGUIRE, JAMES MARTIN, CURTIS DALE, RAYMOND SCHINAZI, DAVID BLOCK, PHILLIP FROST, JANE H. HSIAO, STEVEN RUBIN, BRIAN KELLER, BARRY C. HONIG, JOHN STETSON, MICHAEL BRAUSER, JOHN O'ROURKE III, MARK GROUSSMAN, and JOHN H. FORD, Defendants, and
COCRYSTAL PHARMA, INC . F/K/A BIOZONE PHARMACEUTICALS, INC., Nominal Defendant.
OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION
READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE
LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.
THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE DERIVATIVE LITIGATION, CURRENT COCRYSTAL STOCKHOLDERS WILL BE FOREVER BARRED
FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING RELEASED CLAIMS.
ACTION IS NOT A "CLASS ACTION." THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.
TAKE NOTICE that this action is being settled on the terms in a Stipulation and Agreement of Settlement, dated August 20, 2020
(the "Stipulation"). The purpose of this Notice is to inform you of:
the existence of the above-captioned derivative action and the related derivative actions captioned Church v. Maza, et al.,
Case No. 2:19-cv-00080 and Tutschek v. Schinazi, et al., Case No. 2:19-cv-01775, pending in the United States District
Court, Western District of Washington, Seattle Division (collectively, the "Derivative Actions" or "Derivative
the proposed settlement between the Plaintiffs1 and Defendants reached in the Derivative Actions (the "Settlement"),
the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement,
certain Individual Defendants' agreement to pay Plaintiffs' Counsel's fees and expenses, and
Plaintiffs' applications for Service Awards.
Notice describes what steps you may take in relation to the Settlement. This Notice is not an expression of any opinion by the
Court about the truth or merits of Plaintiffs' claims or Defendants' defenses. This Notice is solely to advise you
of the proposed Settlement of the Derivative Actions and of your rights in connection with the proposed Settlement.
Plaintiffs, Cocrystal, in its capacity as a nominal defendant, and Elliot Maza, Gary Wilcox, Jeffrey Meckler, Gerald McGuire,
James Martin, Curtis Dale, Raymond Schinazi, David Block, Phillip Frost, Jane H. Hsiao, Steven Rubin, Brian Keller, Barry C. Honig,
John Stetson, Michael Brauser, John O'Rourke III, Mark Groussman, Todd Brady, and John Ford entered into the Stipulation
in the above-captioned action filed derivatively on behalf of Cocrystal, in the United States District Court for the District
of New Jersey (the "Court") against all of the Individual Defendants except for Todd Brady. The Settlement, as documented
in the Stipulation and subject to the approval of the Court, is intended by the Settling Parties to fully, finally, and forever
compromise, resolve, discharge, and settle the Released Claims and to result in the dismissal of the Derivative Actions with prejudice,
upon the terms and subject to the conditions set forth in the Stipulation. The proposed Settlement requires the Company to adopt
certain corporate governance enhancements, as described in Exhibit A to the Stipulation, and provides that certain Individual
Defendants shall pay a Fee and Expense Amount to Plaintiffs' Counsel of two hundred seventy-five thousand dollars ($275,000.00)
from which Service Awards to four Plaintiffs of one thousand dollars ($1,000.00) each, shall be paid ("Fee and Expense Award").
All capitalized terms used in this notice, unless otherwise defined herein, are defined as set forth in the Stipulation.
notice is a summary only and does not describe all of the details of the Stipulation. For full details of the matters discussed
in this summary, please see the full Stipulation posted on the Company's website, https://ir.Cocrystalpharma.com/,
contact Plaintiffs' Counsel at the address listed below, or inspect the full Stipulation filed with the Clerk of the Court.
is the Lawsuit About and Why is it being Settled?
is a publicly traded Delaware corporation with principal executive offices located in Bothell, Washington. The Derivative Actions
were brought derivatively on behalf of Cocrystal and allege that the Individual Defendants breached their fiduciary duties by
allegedly making and/or causing Cocrystal or its predecessor, BioZone Pharmaceuticals, Inc. ("BioZone") to make misrepresentations
and/or omissions of material fact in public statements, failing to maintain internal controls at Cocrystal or BioZone, engaging
in allegedly improper promotion or manipulation of the market for BioZone's securities, or aiding and abetting such breaches
deny that a pre-suit demand on Cocrystal's board of directors would have been futile and, therefore, excused. The Individual
Defendants have denied, and continue to deny, any wrongdoing or liability arising out of or relating in any way to the events,
conduct, statements, acts, or omissions alleged in the Derivative Actions. The Individual Defendants deny that Cocrystal or its
shareholders were harmed by the conduct alleged in the Derivative Actions, and further assert that, at all times, they acted in
good faith, and , to the extent they were officers or directors,in a manner they reasonably believed to be and that was in the
best interests of Cocrystal and Cocrystal's stockholders. The Individual Defendants assert that they have meritorious defenses
to the claims in the Derivative Actions. Nonetheless, Defendants have entered into the Stipulation, without admitting or conceding
any fault, liability, wrongdoing, or damage whatsoever, in order to avoid the burden and expense of further litigation.
Court has not decided in favor of the Individual Defendants or Plaintiffs. Instead, both sides agreed to the Settlement to avoid
the distraction, costs, and risks of further litigation. Plaintiffs and the Company believe that the corporate governance enhancements
that the Company will adopt as part of the Settlement provide a substantial benefit to Cocrystal and its stockholders, and Plaintiffs
and Plaintiffs' Counsel believe the Settlement is in the best interests of Cocrystal and its stockholders.
Settlement Hearing and Your Right to Object to the Settlement
September 22, 2020, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein
(the "Preliminary Approval Order") and providing for the notice of the Settlement to be made to Current Cocrystal
Stockholders. The Preliminary Approval Order further provides that the Court will hold a hearing (the "Settlement Hearing")
on December 16, 2020 at 3:00 p.m. before the Honorable Kevin McNulty, U.S. District Court, District of New Jersey, Courtroom
PO 04, located at the Martin Luther King Building and United States Courthouse, 50 Walnut Street, Newark, New Jersey 07102, to
among other things: (i) determine whether the proposed Settlement is fair, reasonable and adequate and in the best interests of
the Company and its stockholders; (ii) consider any objections to the Settlement submitted in accordance with this Notice; (iii)
determine whether a judgment should be entered dismissing all claims in the Derivative Actions with prejudice, and releasing the
Released Claims against the Released Persons; (iv) determine whether to approve the Fee and Expense Amount to Plaintiffs'
Counsel; (v) determine whether to approve the Service Awards to Plaintiffs, which shall be funded from the Fee and Expense Award;
and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Court may, in its discretion, change the date and/or time of the Settlement Hearing without further notice to you. The Court also
has reserved the right to hold the Settlement Hearing telephonically without further notice to you. If you intend to attend the
Settlement Hearing, please consult the Court's docket on https://pacer.uscourts.gov/find-case and/or the website
of Cocrystal, https://ir.Cocrystalpharma.com/, for any change in date, time or format of the Settlement Hearing.
Current Cocrystal Stockholder who wishes to object to the fairness, reasonableness, or adequacy of the Settlement as set forth
in the Stipulation, or to the Fee and Expense Award, may file with the Court a written objection. An objector must at least fourteen
(14) calendar days prior to the Settlement Hearing: (1) file with the Clerk of the Court and serve upon the below listed counsel
a written objection to the Settlement setting forth (a) the nature of the objection; (b) proof of ownership of Cocrystal common
stock as of August 20, 2020 and through the date of the objection, including the number of shares of Cocrystal common stock held
and the date of purchase; (c) any and all documentation or evidence in support of such objection; and (d) the identities of any
cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in
the last three years; and (2) if intending to appear and requesting to be heard at the Settlement Hearing, he, she, or it must,
in addition to the requirements of (1) above, file with the Clerk of the Court and serve on the below counsel (a) a written notice
of his, her, or its intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance;
(c) the identities of any witnesses he, she, or it intends to call at the Settlement Hearing and a statement as to the subjects
of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing. Any objector who does not
timely file and serve a notice of intention to appear in accordance with this paragraph shall be foreclosed from raising any objection
to the Settlement and/or the Fee and Expense Award and shall not be permitted to appear at the Settlement Hearing, except for
YOU MAKE A WRITTEN OBJECTION, IT MUST BE ON FILE WITH THE CLERK OF THE COURT NO LATER THAN DECEMBER 2, 2020. The Clerk's
DISTRICT COURT, DISTRICT OF NEW JERSEY
ALSO MUST DELIVER COPIES OF THE MATERIALS TO PLAINTIFFS' COUNSEL AND DEFENDANTS' COUNSEL SO THEY ARE RECEIVED NO LATER
THAN DECEMBER 2, 2020. Counsel's addresses are:
Timothy Brown THE BROWN LAW FIRM, P.C. 240 Townsend Square Oyster Bay, NY 11771 Gregory M. Nespole LEVI & KORSINSKI, LLP 55 Broadway, 10th Floor New York, NY 10006
Counsel for Defendants Gary Wilcox, Jeffrey Meckler, Gerald McGuire, James Martin, Curtis Dale, Raymond Schinazi, David Block, Jane H. Hsiao, Steven Rubin, and Todd Brady, and Nominal Defendant Cocrystal Pharma, Inc.: Ron Berenstain Sean Knowles PERKINS COIE LLP 1201 Third Avenue, Suite 4900 Seattle, WA 98101 Counsel for Defendant John O'Rourke III Randy Luskey Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 Counsel for Defendant John Ford A. Ross Pearlson One Boland Drive West Orange, NJ 07052 Counsel for Defendant Mark Groussman Kevin Walsh GIBBONS PC One Gateway Center Newark, NJ 07102 Defendant Elliot Maza 550 Sylvan Avenue, Suite 102 Englewood Cliffs, NJ 07632 Counsel for Defendant Barry Honig: Michael Sommer Adam Toporovsky WILSON SONSINI GOODRICH & ROSATI Professional Corporation 1301 Avenue of the Americas, 40th Floor New York, New York 10019 Counsel for Defendant John Stetson Daniel Walfish Walfish & Fissell PLLC 405 Lexington Avenue, 8 th Floor New York, NY 10174 Counsel for Defendant Michael Brauser Dennis Richard Melissa Mackiewicz RICHARD & RICHARD, P.A. 825 Brickell Bay Drive Tower III, Suite 1748 Miami, FL 33131 Counsel for Defendant Phillip Frost Robert J. Anello Edward M. Spiro MORVILLO ABRAMOWITZ GRAND IASON & ANELLO P.C. 565 Fifth Avenue New York, NY 10017 Defendant Brian Keller 5058 Nortonville Way Antioch, CA 94531
objector may file an objection on his, her or its own or through an attorney hired at his, her or its own expense. If an objector
hires an attorney to represent him, her or it for the purposes of making such objection, the attorney must serve a notice of appearance
on the counsel listed above and file such notice with the Court no later than fourteen (14) calendar days before the Settlement
Hearing. Any Current Cocrystal Stockholder who does not timely file and serve a written objection complying with the above terms
shall be deemed to have waived, and shall be foreclosed from raising, any objection to the Settlement and/or the Fee and Expense
Award, and any untimely objection shall be barred.
objector who files and serves a timely, written objection in accordance with the instructions above, may appear at the Settlement
Hearing either in person or through counsel retained at the objector's expense. Objectors need not attend the Settlement
Hearing, however, in order to have their objections considered by the Court.
you are a Current Cocrystal Stockholder and do not take steps to object to the proposed Settlement and/or the Fee and Expense
Award, you will be bound by the Judgment of the Court and will forever be barred from raising an objection to the Settlement and
the Fee and Expense Award, and from pursuing any of the Released Claims.
Last updated: Oct 2, 2020